1. DEFINITION OF ORDER
As used herein, the term Order means each purchase order issued by WECO for the supply of goods and services and shall include the latest version of WECO’s Standard Terms and Conditions for the Purchase of Goods and Services (see Section 26 below) as well as all technical requirements and specifications, drawings, designs and other provisions attached to, incorporated into or otherwise made a part of such purchase order.
The Purchase Order (the “Order”) is WECO’s offer to purchase and is not binding on WECO until accepted by Seller without changes. By accepting the Order, Seller agrees to all terms and conditions contained herein, to the exclusion of any other terms and conditions affecting the purchase and sale of the goods and services (the “Goods”) described therein. Seller shall be deemed to have accepted the Order upon the first of the following to occur: (a) Seller signs the acknowledgment copy of the Order without changes and returns the signed copy to WECO; (b) Seller notifies WECO that Seller intends to commence performance of the Order; or (c) Seller commences performance of the Order. The Order shall expire unless accepted by Seller within 5 days of issue. WECO may cancel the Order without any liability or cost to WECO at any time prior to acceptance.
Notwithstanding Section 2, WECO may, at any time by written notice, change the quantities, design (including drawings, materials, and specifications), processing, method of packing and shipping and the time and place of delivery of the Goods. If any changes affect costs or timing, WECO shall adjust the purchase price and delivery schedules equitably. Seller shall not make any changes without WECO’s written approval.
Seller shall send its original invoice and bill of lading to the “SHIP TO” address set forth on the Order. Seller’s invoice shall show the Order number and shall separately list the items invoiced, quantities, unit prices, and taxes. The purchase price shall include all charges and expenses in connection with the delivery of the Goods and the performance of Seller’s obligations hereunder. Applicable sales and goods and services taxes shall be indicated separately on Seller’s invoices.
WECO may cancel the Order, in whole or in part, at any time, by a written notice to Seller. Seller shall, upon written request by WECO, transfer title and deliver to WECO such work in process or completed Goods as may be requested by WECO. WECO shall have no liability to Seller beyond payment of any balance owing for Goods delivered to and accepted by WECO prior to Seller’s receipt of the notice of cancellation and for the reasonable cost of any work in process or completed Goods requested by and delivered to WECO.
6. SHIPPING INSTRUCTIONS
Shipment and delivery shall be strictly in accordance with the schedule, quantities, and other requirements set forth in the Order. Delays in shipment, including the reasons therefore, shall be reported immediately by Seller to WECO. Freight charges due to delays caused by the Seller shall be at the Seller’s expense.
A packing list must accompany each shipment and each box in the shipment must be labeled, so as to provide information in accordance with WECO’s current packing identification standards, including but not limited to: description of the Goods, quantity, purchase order number, purchase order line number, WECO part number. In the case of international shipments, packing list must specify Harmonized Tariff Code and labels must disclose the “Country of Manufacture”. WECO’s count shall be accepted as final on all shipments not accompanied by a packing list.
At WECO’s option, damaged Goods shall be charged to Seller or the damaged Goods will be returned at Seller’s expense for replacement.
UNDER REVIEW FOR SHIPPING TERMS Freight and express charges must be collect on all FOB Point of Origin shipments unless otherwise specified in writing by WECO. When shipment is FOB destination, title, and risk of loss and damage shall remain with Seller until delivery to WECO’s place of business and WECO shall not be required to serve any claims against any carrier.
Shipments must be made only as per WECO’s written release instructions and WECO reserves the right to return, at Seller’s expense and risk, all Goods not released according thereto or Goods over-shipped.
7. TOOLS-SPECIAL PROVISIONS
All tools, tool designs & drawings (whether in hard copy or in machine readable form), equipment and material related thereto of every description furnished to Seller by WECO or manufactured by Seller for WECO at the request of WECO (the “WECO Tools”) shall be and remain the property of WECO. The WECO Tools shall be plainly marked by Seller as “Property of WECO ELECTRICAL CONNECTORS Inc.”. The WECO Tools, while in Seller’s custody or control, shall be held at Seller’s risk, shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to WECO. Proof of such insurance shall be provided by Seller to WECO upon WECO’s written request. If Seller refuses to comply with the above insurance requirements and provisions, WECO may contract insurance for the WECO Tools and charge the cost of same to Seller. The WECO Tools may be removed by WECO at any time at WECO’s written request, in which event Seller shall promptly prepare the WECO Tools for shipment (including, without limitation, a delivery ticket or packing slip indicating the returned WECO Tools). Seller shall deliver the returned WECO Tools to WECO in the same condition as originally received by Seller, reasonable wear and tear excepted. Should Seller fail to deliver the WECO Tools as provided for above, WECO’s authorized representatives shall have the right to enter Seller’s premises during normal business hours to take possession of the WECO Tools.
8. PRICE AND PAYMENT:
Payment of the specified purchase price shall constitute full compensation for the Goods and satisfactory performance of all of WECO’s obligations under the Order. Payment is due 45 days (unless otherwise specified in writing by WECO) after the date on which WECO receives the invoice or the date on which delivery of the full quantity of the Goods ordered by WECO is completed, whichever is later. Payment may be due earlier than 45 days if an early payment discount is negotiated between the parties. Any cash discount or net payment calculations will be made from the date WECO receives the Goods or a correct invoice therefor, whichever is later, to the date WECO’s check is mailed or payment is otherwise tendered. Seller shall promptly repay to WECO any amounts paid in excess of the amount due.
Seller agrees to indemnify and hold harmless WECO and its affiliates, successors, assigns and customers from all claims, demands, liabilities, losses, costs, fees, expenses, damages and injuries of any kind or nature arising from any actual or claimed infringement of any patent, trademark, trade name or copyright with respect to Goods or arising from any actual or alleged misappropriation or wrongful use of any trade secret or confidential information involving the Goods, except to the extent that such infringement or misappropriation arises solely from Seller’s compliance with WECO’s specifications.
Seller shall keep confidential and shall not disclose to any person outside its employ (other than permitted subcontractors or suppliers as provided for below), or use for purposes other than performance of the Order, any information or property relating to this Order including but not limited to designs, drawings, specifications or any other proprietary information that is a part of the Order or is provided by WECO in connection with the Order. Upon WECO’s request, or in any event, upon the completion or cancellation of the Order, Seller shall return to WECO all information or property delivered to Seller or generated by Seller pursuant to the performance of the Order. Seller shall ensure that its subcontractors and suppliers who participate in the fulfillment of the Order are bound by confidentiality obligations similar in scope to those contained herein.
11. RIGHT OF ACCESS
WECO and those customers who are specified by WECO shall have the right to enter Seller’s premises during normal business hours to view the WECO Tools and the documentation and processes pertaining to the Goods and to confirm their condition and compliance with WECO’s specifications.
The Goods are subject to inspection and acceptance by WECO after delivery. Defective Goods or Goods not in accordance with WECO’s specifications may be held for Seller’s instructions and at Seller’s risk and expense, and, if Seller so directs, will be returned at Seller’s risk and expense. Should Seller fail to give instructions after a reasonable period of time, WECO may dispose of the defective Goods as it sees fit and shall not be accountable therefor. No Goods returned as defective shall be replaced by Seller unless specified by WECO. Payment for Goods prior to inspection shall not constitute an acceptance thereof nor will acceptance alleviate Seller’s responsibility for any defects or noncompliance with the Order.
WECO may reject, refuse acceptance of or revoke acceptance of any Goods or any tender thereof which do not strictly comply with the requirements of the Order. If Seller fails, refuses or indicates its inability or unwillingness to correct the noncompliance, WECO may, in addition to any and all other available rights and remedies: (a) retain any or all such Goods for repair, replacement or other correction by WECO or others; (b) retain any or all such Goods without correction; or (c) return any or all such Goods with or without direction for correction by Seller. In addition to any other available rights and remedies, WECO may recover from Seller, by price reduction, credit, setoff, compensation, reimbursement or otherwise, any damages, costs and expenses incurred by WECO due to the rejection of Goods.
14. NOTICE OF PROBLEMS
Seller shall inform WECO immediately if problems are encountered with raw materials, tools, jigs, fixtures or other items furnished by WECO.
Seller warrants (a) that all Goods are free from defects in design, material and workmanship; (b) that Seller has good and marketable title to the Goods and that ownership of the Goods will be conveyed to WECO free and clear of any liens, encumbrances or rights of third parties; (c) that the Goods conform to the applicable specifications, designs, drawings, samples or other descriptions furnished by Seller or specified by WECO and to all other requirements of the Order; (d) that all Goods are of merchantable quality and are fit for the purposes for which they are intended; (e) all materials, supplies, parts, components and equipment incorporated in the Goods are new and suitable for their intended purposes; and (f) that the Goods do not infringe Canadian or foreign patents or violate other intellectual property rights. These warranties shall survive any inspection, delivery, acceptance, payment, expiration or cancellation of the Order and such warranties shall benefit WECO and its successors, assigns and customers.
16. REMEDIES; SET-OFF
WECO’s rights and remedies provided in the Order shall be cumulative and shall be in addition to any other rights or remedies provided in law or equity. If WECO defaults under the terms of the Order, Seller’s exclusive remedy shall be recovery of the unpaid Goods from WECO. If any provision of the Order is or becomes void or unenforceable by law, the remainder shall be valid and enforceable. All claims for monies due or to become due from WECO shall be subject to deduction by WECO for any setoff or counterclaim arising out of this or any other transaction between WECO and Seller.
The failure of either party to enforce at any time any provision of the Order shall not be construed to be a waiver of such provision or the right thereafter to enforce such provision. No prior waiver or course of dealing shall affect the right of either party to require strict performance by the other with the terms of the Order.
18. TITLES AND HEADINGS
The section headings contained in herein are solely for convenience of reference, are not part of the Order and shall not be used in construing the Order or in any way affect the meaning or interpretation of the Order.
19. COMPLIANCE WITH LAW
Seller warrants that it is and shall continue to be in compliance with the provisions of all applicable foreign, federal, state and local laws, regulations, rules and ordinances applicable to the transactions governed by the Order. Upon request from WECO, Seller shall furnish WECO with a certificate to that effect. Seller will hold harmless and indemnify WECO against any loss or damages, including attorneys’ fees and costs, resulting from Seller’s violation of the provisions of any laws, regulations, rules and ordinances referred to in this section.
Seller shall not sell, transfer or assign this Order or its rights therein without the prior written consent of WECO. No assignment, delegation or subcontracting by Seller, with or without WECO’s consent, shall relieve Seller of any of its obligations under the Order.
21. COMPLETE AGREEMENT
Subject to Section 3 above, the Order contains the complete and final agreement between WECO and the Seller and supersedes any and all prior agreements and understandings between WECO and Seller regarding the Goods. In case of any contradiction between the Order and any documentation used by Seller regarding the Order, these Standard Terms and Conditions of Purchase shall prevail. Subject to Section 3 above, no modifications shall be made to the Order unless made in writing and signed by authorized representatives of WECO and Seller. WECO shall not be bound by, and specifically objects to any term, condition or other provision which is different from or in addition to the provisions of the Order, whether or not it would materially alter the Order.
WECO may periodically update or revise its Standard Terms and Conditions for the Purchase of Goods and Services by WECO. The version posted on WECO’s website whose URL address is; www.weco.ca/en/vendors.php on the day of acceptance of the Order shall govern. It is incumbent upon the Seller to verify WECO’s website for the latest version.
23. GOVERNING LAW
The Order shall be governed in all respects by laws of the Province of Quebec and the laws of Canada applicable therein.
Unless otherwise agreed in writing by WECO Electrical Connectors Inc. (“WECO”), these terms and conditions of sale shall prevail over any terms or conditions stipulated, incorporated or referred to by the Buyer in his order or negotiations or otherwise. The failure of WECO to object to provisions contained in any purchase order or other communication from the buyer shall not be construed as a waiver of these conditions nor as an acceptance of any other terms and conditions. No orders shall be binding upon WECO until accepted in writing by WECO at its Canadian head office.
2. PRICE VARIATION
All prices and conditions are subject to variation by WECO without notice.
3. MODIFICATION, CANCELLATION
No order accepted by WECO may be altered or modified by the buyer unless agreed to in writing by WECO; no order may be cancelled or terminated by the buyer except with the written consent of WECO and upon payment of WECO’s loss, expenses and damages, direct or indirect, resulting from such cancellation or termination. Weights, measures, dimensions and illustrations which are contained in any catalog, brochure or pamphlet of WECO are purely for illustrative purposes and WECO reserves the right to change such weights, measures, dimensions and illustrations without notice.
Typographical and clerical errors in quotations, price lists, invoices, labels and acknowledgements are subject to correction by WECO.
All quotations given and sales made are upon the express condition that there is no guarantee, warranty or representation given or made as to the suitability of the products for any specific purpose, even if that purpose is known to WECO. WECO reserves the right to make alterations in line with technical advances and industry standards.
Times specified for delivery are approximate only. WECO will not be responsible for late delivery due to circumstances or events beyond its control. WECO reserves the right to make partial shipments. Subject to the discretion of WECO, all shipments made by WECO shall be by the most economical way available, unless the Buyer expressly requires otherwise in writing. All shipments will be shipped freight and insurance prepaid and insured automatically at Buyer’s expense, unless the Buyer expressly requires otherwise in writing.
7. QUANTITY VARIATION
While WECO will make every effort to manufacture and supply the quantity of products ordered, WECO reserves the right to supply over-makes up to 10% with the order and to consider an order complete if it is an under-make of up to 10%.
8. FORCE MAJEURE
Deliveries may be totally or partially suspended by WECO during any period in which it may be prevented or hindered from manufacturing, supplying or delivering the products by any circumstances within the normal meaning of the expression “force majeure” or by any other circumstances not within the control of WECO, including, but not limited to unavailability of raw materials, strikes and other labor disruptions. WECO will not be responsible for any damages suffered by the Buyer resulting from such suspensions.
9. NOTIFICATION OF DAMAGE OR LOSS OF PRODUCTS
The Buyer must advise WECO in writing of any damages to products within fourteen (14) days of the delivery of the shipment or partial shipment or within fourteen (14) days of receipt of WECO’s shipping advice in case of non receipt or partial loss, otherwise WECO will not be responsible for any such damages or loss. The Buyer may use the “WECO Action Request” form, a copy of which is available through WECO’s customer service department.
10. DEFECTIVE PRODUCTS
If the products are shown not to have corresponded at the time of delivery to the usual standard or quality supplied by WECO, WECO will exchange such products or, at its option, refund the purchase price provided WECO is notified of same within one hundred twenty (120) days of delivery of the products.
11. LIMITATION OF LIABILITY
WECO shall not be liable for any expenditure or consequential damage or loss (including loss of profit) or for any other damage or loss of any material whatsoever, whether consequential or not, and whether incurred or suffered by the Buyer or any third party. The provisions contained herein with respect to warranty and limitation of liability shall be binding upon the Buyer and the end-users of the products.
12. LIMITED WARRANTY
WECO unconditionally guarantees its products from all defects in design, manufacture and workmanship under normal conditions for a period of twelve (12) months from the date of WECO’s invoice, provided however that the products are used in accordance with their specifications. All warranties cease to be effective if the products are altered or repaired other than by persons authorized or approved by WECO to perform such work.
Payment terms are net cash within thirty (30) days of date of invoice unless otherwise agreed to in writing. WECO also accepts VISA and Mastercard payments. Notwithstanding the above, WECO may require full of partial payment in advance before proceeding with the delivery. Amounts owing by the Buyer which are overdue shall be subject to interest at the rate of 18% per annum. Deductions from any invoice will not be allowed unless authorized by WECO in writing.
14. RETENTION OF TITLE
Until paid for in full by the Buyer, all products sold by WECO shall remain the absolute property of WECO regardless of partial payments therefor. WECO retains ownership title and user rights without restrictions for all relevant documentation and data, which may only be made accessible to third parties with WECO’s prior consent. The Buyer will be fully or partially charged, should special tools be required for the execution of an order. These tools remain WECO’s property and in WECO’s title. Invoices for tools are not discountable and due at once.
15. RETURN OF PRODUCTS
Products may only be returned with WECO’s written permission and in conformity with WECO’s Product Return Policy, a copy of which is available upon request. Only products currently manufactured and regularly carried in stock by WECO (standard items) will be considered for return.
If any of the present conditions of sale shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. WECO may at any time alter, amend, replace or modify any of the terms or conditions herein contained.
The downloadable files contained in this site are provided “as is” without warranty of any kind. The entire risk as to the results and the performance of the files is assumed by the user, and in no event will WECO be liable for any indirect, consequential, incidental, or direct damages suffered in the course of downloading or using the files. WECO may make changes to the downloadable files at any time in its sole discretion and without notice. The downloadable files may be out of date, may include technical or other mistakes, inaccuracies, or typographical errors. WECO makes no commitment to update the downloadable files.
LAW The laws of the Province of Quebec and Canada shall govern the sales by WECO of any of its products to the Customer.
1. Acceptance Of This Agreement
Your access to and use of this website (“the Website”) is subject exclusively to these Terms and Conditions. You will not use the Website for any purpose that is unlawful or prohibited by these Terms and Conditions. By using the Website you are fully accepting the terms, conditions and disclaimers contained in this notice. If you do not accept these Terms and Conditions you must immediately stop using the Website.
The contents of the Website do not constitute advice and should not be relied upon in making or refraining from making, any decision.
3. Changes to Website, Software and services
WECO reserves the right to;
- Change or remove (temporarily or permanently) the Website or any part of it without notice and you confirm that WECO shall not be liable to you for any such change or removal.
- Change, remove, or discontinue any software, service, or promotion (including but not limited to any previsions, parts thereof, licensing, pricing) as advertised on this website at any time without notice and you confirm that WECO shall not be liable for any such change or removal.
- Change or discontinue any promotional discount vouchers or coupon codes at anytime without notice and you confirm that WECO shall not be liable for any such change or removal.
- Change this Agreement at any time, and your continued use of the Website following any changes shall be deemed to be your acceptance of such change.
4. Links to Third Party Website’s
The Website may include links to third party website’s that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that we are not responsible for the content or availability of any such sites.
The Intellectual Property Rights in this website and the materials on or accessible via it belong to ‘WECO’ or its licensors. This website and the materials on or accessible via it and the Intellectual Property Rights therein may not be copied, distributed, published, licensed, used or reproduced in any way (save to the extent strictly necessary for, and for the purposes of, accessing and using this website).
‘WECO’ and the WECO Logo are trademarks which belong to ‘WECO’ and they may not be used, copied or reproduced in any way without written consent from WECO’.
For these purposes “Intellectual Property Rights” includes the following (wherever and whenever arising and for the full term of each of them): any patent, trade mark, trade name, service mark, service name, design, design right, copyright, database right, moral rights, know how, trade secret and other confidential information, rights in the nature of any of these items in any country, rights in the nature of unfair competition rights and rights to sue for passing off or other similar intellectual or commercial right (in each case whether or not registered or registrable) and registrations of and applications to register any of them.
6. Limitation Of Liability
The Website is provided on an “AS IS” and “AS AVAILABLE” basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
To the extent permitted by law, WECO will not be liable for any indirect or consequential loss or damage whatever (including without limitation loss of business, opportunity, data, profits) arising out of or in connection with the use of the Website.
WECO makes no warranty that the functionality of the Website will be uninterrupted or error free, that defects will be corrected or that the Website or the server that makes it available are free of viruses or anything else which may be harmful or destructive.
Nothing in these Terms and Conditions shall be construed so as to exclude or limit the liability of WECO for death or personal injury as a result of the negligence of WECO or that of its employees or agents.
You agree to indemnify and hold WECO and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against WECO arising out of any breach by you of these Terms and Conditions or other liabilities arising out of your use of this Website.
In the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by either you or us from any relevant competent authority, we shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or, at our discretion, such provision may be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.
9. Applicable Law and Dispute
This Agreement and all matters arising from it are governed by and construed in accordance with the laws of Canada whose courts shall have exclusive jurisdiction over all disputes arising in connection with this Agreement and the place of performance of this Agreement is agreed by you to be Canada.
Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
11. Entire Agreement
These terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between us relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral: between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been made expressly in this Agreement.
WECO reserves the right to add, delete, or modify any provision this Agreement at any time without notice.